St. Paul daily globe. [volume] (Saint Paul, Minn.) 1884-1896, 1887-12-09
DYE WORKS.
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Alp Wabasha st. end IA West Sixth, St Paul
MINI


ents that we whose names are hereunto sub
scribed have, and by these written articles do
associate ourselves together for the purpose
of being incorporated, and constituted and
created corporation under and by virtue OF
Title two % of Chapter thirty-four (34) of
the General Statutes of Minnesota, and the
laws of said state amendatary thereof ana
supplementary the ;eto. and for that purpose
do hereby adopt the following articles of in
Article 1.-The name of this corporation
shall be The South Duluth Land and Improve
ment Company.
The general nature of the business of this
corporation shall be to Duy, own, improve,
sell and deal in lands, tenements. and here
real, mixed and personal estate
and property, and to do and exercise each
and every act, power, and thing proper and
authorized to be done and exercised under
the said laws and statutes of SAID state,
which may be necessary, desirable, or con-
venient for the prosecution and advancement
of said business
business of this corporation shall be the
city of St. Paul, in the county of Ramsey,
and state of Minnesota.
Art. II.-This corporation shall commence
on the fifteenth (l5th) day of December, A.
ID. 1887, and continue thirty 800 years.
Art. III.-The amount of the capital stock
of this corporation shall be one hundred
dollars The stock shall be full
paid when issued At least one-half of the
entire capital stock shall be subscribed at the
of business by the corpora
ton. The subscriptions shall be paid in
under such regulations as may be prescribed
by resolution of the Board of Directors en-
tered into the records of the corpOr-
ration. and on the call of the directors, or at
such times and in such manner as may be
fixed by the bylaws of the corporation.
Land with its Entertainments and appurte-
nances may be received by the corporation
in payment for its stock, the value of such
lands with its Entertainments and appurte-
nances having been first fixed ana deter
mined by resolution of the Board of Direct
ors entered into the records of the corpora
ton.
Art. IN.-The highest amount of indebted
ness or liability to which this corporation
shall at any time be liable shall be sixty thou
sand dollars.
Art. y.-The names of the persons forming
the association Tor incorporation are: Pat
rick II. Kelly, Harlan P. Hall, Lewis Baker
Frederic A. Fogg, William Foulke and
Charles F. Diether, all residing in the city of
St Paul, Ramsey county, Minnesota, and j.
d. Springer residing at the city of Mime
apolis, Hennepin county, Minnesota.
Art. VI.-The above-named incorporators
Patrick H. Kelly, Harlan P. Hall, Lewis
Baker, Frederic A. Fogg, William Foulke.
Charles F. Diether and j. d. Springer shall
constitute the first board of directors of this
The officers of this corporation shall con-
sist of a president, vice president, secretary
and treasurer The above-named Patrick II.
Kelly shall be the first president, Harlan z.
Hall the first vice president, Frederic A.
Fogg the first secretary, and Charles F.
Diether the first treasurer of this corporation.
Said directors and officers hereinbefore
named shall hold their offices and exercise
and discharge the duties thereof until the
third ODD Wednesday in November, A. ID:
1888. and until their successors are elected
as hereinafter provided and have qualified.
The board of directors of this corporation
shall be composed of seven (7) members, in
Gliding said officers, and the term of said
officers and directors, after the first herein
shall be one year, and until their
successors are elected and qualified.
The government of this corporation and
the management of its affairs shall be vested
In its board of directors and officers.
The directors, after the first herein named,
shall be elected annually by the stockholders
at meeting of the stockholders, which shall
be held at said principal office of the corDor-
alton at said St. Paul, at three 81 o'clock in
the afternoon, on the third (3d) Wednesday
III November in each and every year after
The year A. ID. 1887, and shall be so elected
for the year then next ensuing after their
election, and until their successors are
elected
. The president, vice president, treasurer
and secretary, after the first herein named,
shall be elected annually at meeting of the
directors, which shall be held at said princi-
pal Office of the corporation, at said st. Paul,
on the third (3d) Wednesday In November,
after the stockholders meeting and election
Of directors on that day, for the year then
next ensuing, and by the directors then, and
at such stockholders meeting then elected,
for the ensuing year, and from their own
number.
And the first meeting of the board of direct
ors herein named shall be at said principal
office of the corporation on the twenty first
t21sU day of December, A D. 1887, at three
(3) O'Clock in the afternoon. In no
case shall the assets of the corporation be
reduced by dividends therefrom below the
face value of the stock issued or subscribed
for. and in every case when such dividend is
10 be made from the assets and property of
the corporation, on the sale and conversion
Of the same into money, whereby the prop
arty and assets of the corporation at a cash
would in the Judgment Of the
board of directors be reduced below the face
value of the stock outstanding or subscribed.
The board of directors are authorized, and 1t
shall be their duty to call ill., cancel, and re
ire SO much and such amount of such out
standing or subscribed stock as will equalize
he same at its face values with the cash
value of the assets after such proposed diVi-
lend is taken therefrom; and the board of di
-ectors are empowered to enforce such with
travail, cancellation and retirement of stock
outstanding or subscribed, pro rata and ac-
,ording to such dividends to each stock
holder or subscriber on his or her shares, in
such manner and under such regulations as
hey may deem for the best interest of the
And the corporation shall have
power to buy i'll Its own stock and the same
lold as assets and reissue, or retire and can
eel, as the board of directors shall deem to
he best interest of the corporation.
No person shall be director or officer of
said corporation who is not stakeholder
herein.
The board of directors shall have and may
exercise all and every the powers of boards
Of directors, and may fill any vacancy in the
)fIices of directors, and any vacancy in the
offices herein named at any general
Or special meeting of the board of direct
,rs and may make and enact by laws for said
and the same alter or amend at
my general or special meeting of their
BOARD: may call special and general meet
ngs of the stockholders and directors when
ever in their judgment the business or inter
ssts of the corporation require any such
meetings, and may by their bylaws fix gen
,ral meetings of the stockholders and direct
)rs.
All deeds and conveyances of lands. or
zeal estate. or of any interest therein. or lien
Jr charge thereon, on the part of the cOrpor
ition. shall be signed by the President, and
by the Secretary, and the seal
If the corporation shall be thereto affixed.
Art. VII.-The capital stock of this corpor-
alton shall be divided into Two Thousand
=, OOO) shares OF Fifty Dollars each.
In witness whereof we, the persons herein
before named as incorporates, have here
INTO subscribed our names ana affixed our
seals this 21st day of November, A. d. 1887.
LEWIS BAKER, [Seal.1
PATRICK II. KELLY, lSeal.
HARLAN P. HALL, ISeal.l
FREDERIC A. FOGG, lSeal,l
WILLIAM FOULKE, (Seal.l
CHAS. F. DIETHER, lSeal1
j. ID. SPRINGER, tSeal.l
Signed and sealed by Patrick II. Kelly. Har-
an P. Hull Frederic A. Fogg. William Foulke,
ind Charles Z. Diether and Lewis Baker, in
he presence of
WIN. s. MOORE,
JOHN E. BRENNAN.
Signed and sealed by J. D. Springerin pres
,nce of
III. d. LARIABEE,
II. L. ABBOTT.
STATE OF MINNESOTA, CO
COUNTY OF RAMSEY,
Be it known that on this Goth day of
November. A. d. 1897 before me, notary
public within and for said Ramsey county,